Exhibit 10.5

                                 PROMISSORY NOTE

$50,000
                                                                January 24, 2001
                                                         Bryn Mawr, Pennsylvania


     FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of
Homer Hewitt (the "PAYEE"), at his principal place of business located at 850
West Lancaster Avenue, Bryn Mawr, Pennsylvania 19010, or at such other place as
the holder of this Promissory Note ("NOTE") may designate from time to time in
writing, the principal sum of Fifty Thousand Dollars ($50,000) plus any accrued
and unpaid interest thereon and any other amounts owing hereunder.

     The principal sums of this Note shall be repaid in sixty consecutive
monthly installments of $833.33, payable on the first of each month commencing
February 1, 2001; PROVIDED, HOWEVER, the final installment shall be in an amount
necessary to repay any amounts owing under this Note. The unpaid principal
amount hereunder may, at the option of the undersigned, be prepaid in full or in
part without premium or penalty at any time.

     This Note shall bear interest on the unpaid principal amount hereof at a
rate per annum equal to seven and one-half percent (7.5%) (the "BASE RATE")
commencing on the date hereof. Interest on this Note shall be computed on the
basis of a year of 365 days. The undersigned promises to pay interest monthly on
the first of each month commencing February 1, 2001, and upon the final
principal installment payment.

     If the undersigned fails to pay when due any principal or interest on this
Note, then, or at any time thereafter, at the option of the holder of this Note,
the unpaid principal sum of this Note, together with all interest accrued
thereon, shall become due and payable if such amount remains unpaid after ten
(10) days' advance written notice to the undersigned of such default by the
Payee. Any amount of interest or principal that remains unpaid after it is due
shall accrue interest at a rate per annum equal to the Base Rate plus two
percent (2%), beginning on the date such amount becomes due and continuing until
such amount is paid.

     This Note is being executed and delivered pursuant to that certain
Agreement and Plan of Reorganization dated January 24, 2001 (the "MERGER
AGREEMENT") by and among the undersigned, the Payee and LearnCom, Inc., a Nevada
corporation.

     THE PAYMENTS DUE UNDER THIS NOTE BY THE UNDERSIGNED MAY BE SETOFF BY THE
UNDERSIGNED AND APPLIED BY THE UNDERSIGNED TO CERTAIN LOSSES AND EXPENSES
INCURRED BY IT, ALL IN ACCORDANCE WITH THE TERMS OF ARTICLE IX OF THE MERGER
AGREEMENT.

     The Payee's failure at any time or times hereafter to require strict
performance by the undersigned of any of the provisions, terms and conditions
contained in this Note or in any other note, security agreement, agreement,
guaranty, instrument or document, now or at any time or

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times hereafter executed by the undersigned or any third party and delivered to
the Payee, shall not waive, affect or diminish any right of the Payee at any
time or times to demand strict performance thereof and such right shall not be
deemed to have been waived by any act or knowledge of the Payee or its agents,
unless such waiver is in writing signed by the Payee and directed to the
undersigned specifying such waiver. No delay on the part of the Payee in the
exercise of any right or remedy shall operate as a waiver thereof, and no single
or partial exercise by the Payee of any right or remedy shall preclude other or
further exercise thereof or the exercise of any other right or remedy.

     If at any time or times thereafter the Payee employs counsel to commence,
defend or intervene in any court proceeding, or to file a petition, complaint,
answer, motion or other pleadings, or to take any other action in or with
respect to any suit or proceeding (bankruptcy or otherwise) relating to this
Note or any other note, security agreement, agreement, guaranty, instrument or
document heretofore, now or at any time or times hereafter executed by the
undersigned and delivered to the Payee, or to enforce any rights of the Payee to
collect any of the indebtedness of the undersigned to Payee, then, in all of
such events, the reasonable attorneys' and paralegals' fees arising from such
services, and any expenses, costs and charges relating thereto, shall be part of
such indebtedness.

     PRESENTMENT, PROTEST AND NOTICE OF NONPAYMENT AND PROTEST AND THE BENEFIT
OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS ARE HEREBY WAIVED BY THE
UNDERSIGNED. ALL ENDORSERS AND GUARANTORS HEREBY WAIVE NOTICE OF DEMAND,
PRESENTMENT, PROTEST AND NOTICE OF NONPAYMENT AND PROTEST.

     The undersigned waives the right to direct the application of any and all
payments at the time or times hereafter received by the Payee from the
undersigned and the undersigned agrees that the Payee shall have the continuing
exclusive right to apply and reapply any and all such payments or amounts,
received at any time or times hereafter, against the indebtedness hereunder in
such manner as the Payee may deem advisable, notwithstanding any entry by the
Payee upon any of its books and records.

     Whenever in this Note there is reference made to either the Payee or the
undersigned, such reference shall be deemed to include, as applicable, a
reference to the heirs, successors and assigns of said party. The provisions of
this Note shall be binding upon and shall inure to the benefit of said
successors and assigns.

     THIS NOTE HAS BEEN DELIVERED AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT
BRYN MAWR, PENNSYLVANIA AND SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES
OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF
PENNSYLVANIA. THE UNDERSIGNED WAIVES, AT THE OPTION OF PAYEE, TRIAL BY JURY AND
WAIVES ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER AND CONSENT(S)
TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY
THE COURT. ALL NOTICES HEREUNDER SHALL BE SENT IN ACCORDANCE WITH SECTION 13.1
OF THE MERGER AGREEMENT.

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     Wherever possible each provision of this Note shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Note shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Note.

                                           VIDEO LEARNING SYSTEMS, INC.
                                           (f/k/a VLS Mergeco, Inc.)
                                           a Pennsylvania corporation



                                           By:       /s/ LLOYD SINGER
                                               ----------------------------
                                               Name:  Lloyd Singer
                                               Title: President

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